As filed with the Securities and Exchange Commission on August 10, 2000.
Registration No. 333-36326
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN RIVER HOLDINGS
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
California 6022 68-0352144
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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1545 River Park Drive, Suite 107, Sacramento, California 95815, (916)565-6100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DAVID T. TABER
President and Chief Executive Officer
American River Holdings
1545 River Park Drive, Suite 107
Sacramento, California 95815
(916) 565-6100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------
Copies to:
GLENN T. DODD, ESQ. R. BRENT FAYE, ESQ.
JOSEPH G. MASON, ESQ. Lillick & Charles, LLP
Coudert Brothers Two Embarcadero Center, Suite 2700
303 Almaden Boulevard, 5th Floor San Francisco, California 94111-3996
San Jose, California 95110-2721 (415) 984-8200
(408) 297-9982
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors,
officers, employees and other agents of the corporation ("Agents") in terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended.
Article Five of the Registrant's articles of incorporation, as amended,
authorizes the Registrant to indemnify its Agents, through bylaw provisions,
agreements, votes of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the applicable limits set forth in
Section 204 of the California Corporations Code with respect to actions for
breach of duty to the Registrant and its shareholders. Section 5.1 through 5.11
of Article V of the Registrant's bylaws provides for mandatory indemnification
of each director of the Registrant except as prohibited by law.
The Registrant maintains a directors' and officers' liability insurance
policy that indemnifies the Registrant's directors and officers against certain
losses in connection with claims made against them for certain wrongful acts. In
addition, the Registrant has entered into separate indemnification agreements
with its directors and officers that require the Registrant, among other things,
(i) to maintain directors' and officers' insurance in reasonable amounts in
favor of those individuals, and (ii) to indemnify them against certain
liabilities that may arise by reason of their status or service as Agents of the
Registrant to the fullest extent permitted by California law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) Exhibits.
Exhibit
Number Document Description
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2.1 Agreement and Plan of Reorganization and Merger by and among
the Registrant, ARH Interim National Bank and North Coast Bank,
N.A., dated as of March 1, 2000 (included as Annex A to the
joint proxy statement/prospectus).**
3.1 Articles of Incorporation, as amended.**
3.2 Bylaws, as amended.**
4.1 Specimen of the Registrant's common stock certificate.**
5.1 Opinion of Coudert Brothers.**
8.1 Tax Opinion of Perry-Smith LLP.
10.1 Lease agreement between American River Bank and Spieker
Properties, L.P., a California limited partnership, dated April
1, 2000, related to 1545 River Park Drive, Suite 107,
Sacramento, California.**
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<PAGE>
10.2 Lease agreement and addendum between American River Bank and
Bradshaw Plaza Group each dated January 31, 2000, related to
9750 Business Park Drive, Sacramento, California.**
10.3 Lease agreement between American River Bank and Marjorie G.
Taylor dated April 5, 1984, and addendum dated July 16, 1997,
related to 10123 Fair Oaks Boulevard, Fair Oaks, California.**
10.4 Lease agreement between American River Bank and Sandalwood Land
Company dated August 28, 1996, related to 2240 Douglas
Boulevard, Suite 100, Roseville, California.**
10.5 Lease agreement between American River Holdings and Union Bank
of California dated June 29, 1999, related to 1540 River Park
Drive, Suite 108, Sacramento, California.**
*10.6 American River Holdings 1995 Stock Option Plan.**
*10.7 Form of Nonqualified Stock Option Agreement under the 1995
Stock Option Plan.**
*10.8 Form of Incentive Stock Option Agreement under the 1995 Stock
Option Plan.**
*10.9 American River Bank 401(k) Plan and amendment no. 1 dated April
1, 1998.**
*10.10 American River Holdings Stock Option Gross-Up Plan and
Agreement, as amended, dated May 20, 1998.**
*10.11 American River Bank Deferred Compensation Plan dated May 1,
1998.**
*10.12 American River Bank Deferred Fee Plan dated April 1, 1998.**
*10.13 Employment agreement with David T. Taber dated May 29, 1996,
and amendment dated July 18, 1996.**
*10.14 Employment agreement with William L. Young dated May 29, 1996,
and amendment dated July 18, 1996.**
*10.15 American River Bank Incentive Compensation Plan for Executive
Management dated July 17, 1996.**
*10.16 American River Bank Employee Severance Policy dated March 18,
1998.**
*10.17 American River Bank Employee Stock Purchase Plan.**
16.1 Letter of Richardson & Company.**
21.1 The Registrant's only subsidiaries are American River Bank and
First Source Capital.**
23.1 Consent of Perry-Smith LLP (American River Holdings).**
23.2 Consent of Perry-Smith LLP (North Coast Bank, N.A.).**
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<PAGE>
23.3 Consent of Richardson & Company (North Coast Bank, N.A.).**
23.4 Consent of Coudert Brothers (included in Exhibit 5.1).**
23.5 Consent of Seapower Carpenter Capital, Inc., dba Carpenter and
Company.**
23.6 Consent of Hoefer & Arnett Incorporated.**
23.7 Consent of Perry-Smith LLP.
24.1 Power of Attorney (see Page II-6).**
27.1 Financial Data Schedule.**
99.1 Form of proxy to be used in soliciting shareholders of American
River Holdings for the annual meeting.**
99.2 Form of proxy to be used in soliciting shareholders of North
Coast Bank, N.A. for the special meeting.**
*99.3 Employment agreement with Kathy A. Pinkard dated December 16,
1999.**
*99.4 Change of control employment agreement with Debbie K. Fakalata
dated December 16, 1999.**
*99.5 Change of control employment agreement with David A. Wattell
dated December 16, 1999.**
99.6 Lease agreement and addenda between Windsor Oaks National Bank
(predecessor to North Coast Bank, N.A.) and Hotel St. Paul
Partnership, each dated April 30, 1992, related to 8733
Lakewood Drive, Windsor, California.**
99.7 Lease agreement and addendum between North Coast Bank, N.A. and
Rosario LLC, each dated September 1, 1998, related to 50 Santa
Rosa Avenue, Santa Rosa, California.**
* Denotes management contracts, compensatory plans or arrangements.
** Filed previously.
(B) Financial Statement Schedules: Not applicable.
ITEM 22. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes: (a) To file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement: (i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in
the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; (iii) To include any
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material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; (b) That, for the purpose of
determining any liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; (c)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes as follows: that prior
to any public re-offering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such re-offering prospectus will the contain information
called for by the applicable registration form with respect to re-offerings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(4) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (3) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933, as amended,
and is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
(6) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
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(7) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sacramento,
State of California, on the 10th day of August 2000.
AMERICAN RIVER HOLDINGS
By /s/ DAVID T. TABER
------------------------------
David T. Taber
President and
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ DAVID T. TABER Director, President and August 10, 2000
------------------------------- Chief Executive Officer
David T. Taber (Principal Executive
Officer) and Director
/s/ MITCHELL A. DERENZO Chief Financial Officer August 10, 2000
------------------------------- (Principal Financial
Mitchell A. Derenzo Officer and Principal
Accounting Officer)
** /s/ SAM J. GALLINA Chairman and Director August 10, 2000
-------------------------------
Sam J. Gallina
** /s/ JAMES O. BURPO Director August 10, 2000
-------------------------------
James O. Burpo
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<PAGE>
** /s/ CHARLES D. FITE Director August 10, 2000
-------------------------------
Charles D. Fite
** /s/ WAYNE C. MATTHEWS, M.D. Director August 10, 2000
-------------------------------
Wayne C. Matthews, M.D.
Director August _, 2000
-------------------------------
Marjorie J. Taylor
** /s/ ROGER J. TAYLOR, D.D.S. Director August 10, 2000
-------------------------------
Roger J. Taylor, D.D.S.
** /s/ STEPHEN H. WAKS Director August 10, 2000
-------------------------------
Stephen H. Waks
** /s/ WILLIAM L. YOUNG Director August 10, 2000
-------------------------------
William L. Young
**By Attorneys-in-Fact:
/s/ DAVID T. TABER August 10, 2000
-------------------------------
David T. Taber
/s/ MITCHELL A. DERENZO August 10, 2000
-------------------------------
Mitchell A. Derenzo
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EXHIBIT INDEX
Exhibit
Number Document Description
------- --------------------
2.1 Agreement and Plan of Reorganization and Merger by and among
the Registrant, ARH Interim National Bank and North Coast Bank,
N.A., dated as of March 1, 2000 (included as Annex A to the
joint proxy statement/prospectus).**
3.1 Articles of Incorporation, as amended.**
3.2 Bylaws, as amended.**
4.1 Specimen of the Registrant's common stock certificate.**
5.1 Opinion of Coudert Brothers.**
8.1 Tax Opinion of Perry-Smith LLP.
10.1 Lease agreement between American River Bank and Spieker
Properties, L.P., a California limited partnership, dated April
1, 2000, related to 1545 River Park Drive, Suite 107,
Sacramento, California.**
10.2 Lease agreement and addendum between American River Bank and
Bradshaw Plaza Group each dated January 31, 2000, related to
9750 Business Park Drive, Sacramento, California.**
10.3 Lease agreement between American River Bank and Marjorie G.
Taylor dated April 5, 1984, and addendum dated July 16, 1997,
related to 10123 Fair Oaks Boulevard, Fair Oaks, California.**
10.4 Lease agreement between American River Bank and Sandalwood Land
Company dated August 28, 1996, related to 2240 Douglas
Boulevard, Suite 100, Roseville, California.**
10.5 Lease agreement between American River Holdings and Union Bank
of California dated June 29, 1999, related to 1540 River Park
Drive, Suite 108, Sacramento, California.**
*10.6 American River Holdings 1995 Stock Option Plan.**
*10.7 Form of Nonqualified Stock Option Agreement under the 1995
Stock Option Plan.**
*10.8 Form of Incentive Stock Option Agreement under the 1995 Stock
Option Plan.**
*10.9 American River Bank 401(k) Plan and amendment no. 1 dated April
1, 1998.**
*10.10 American River Holdings Stock Option Gross-Up Plan and
Agreement, as amended, dated May 20, 1998.**
II-7
<PAGE>
*10.11 American River Bank Deferred Compensation Plan dated May 1,
1998.**
*10.12 American River Bank Deferred Fee Plan dated April 1, 1998.**
*10.13 Employment agreement with David T. Taber dated May 29, 1996,
and amendment dated July 18, 1996.**
*10.14 Employment agreement with William L. Young dated May 29, 1996,
and amendment dated July 18, 1996.**
*10.15 American River Bank Incentive Compensation Plan for Executive
Management dated July 17, 1996.**
*10.16 American River Bank Employee Severance Policy dated March 18,
1998.**
*10.17 American River Bank Employee Stock Purchase Plan.**
16.1 Letter of Richardson & Company.**
21.1 The Registrant's only subsidiaries are American River Bank and
First Source Capital.
23.1 Consent of Perry-Smith LLP (American River Holdings).**
23.2 Consent of Perry-Smith LLP (North Coast Bank, N.A.).**
23.3 Consent of Richardson & Company (North Coast Bank, N.A.).**
23.4 Consent of Coudert Brothers (included in Exhibit 5.1).
23.5 Consent of Seapower Carpenter Capital, Inc., dba Carpenter and
Company.**
23.6 Consent of Hoefer & Arnett Incorporated.**
23.7 Consent of Perry-Smith LLP.
24.1 Power of Attorney (see Page II-6).**
27.1 Financial Data Schedule.**
99.1 Form of proxy to be used in soliciting shareholders of American
River Holdings for the annual meeting.**
99.2 Form of proxy to be used in soliciting shareholders of North
Coast Bank, N.A. for the special meeting.**
*99.3 Employment agreement with Kathy A. Pinkard dated December 16,
1999.**
*99.4 Change of control employment agreement with Debbie K. Fakalata
dated December 16, 1999.**
*99.5 Change of control employment agreement with David A. Wattell
dated December 16, 1999.**
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<PAGE>
99.6 Lease agreement and addenda between Windsor Oaks National Bank
(predecessor to North Coast Bank, N.A.) and Hotel St. Paul
Partnership, each dated April 30, 1992, related to 8733
Lakewood Drive, Windsor, California.**
99.7 Lease agreement and addendum between North Coast Bank, N.A. and
Rosario LLC, each dated September 1, 1998, related to 50 Santa
Rosa Avenue, Santa Rosa, California.**
* Denotes management contracts, compensatory plans or arrangements.
** Filed previously.
II-9
